As used in this Agreement, “we” “us” “our” and “Lab” means YourLabwork, LLC and “Affiliate” “you” and “your” means the applicant submitting the Application and participating in the Program. “Sub Affiliates” means applicants you refer and ultimately participate in the program. “Super Affiliate” means applicant who refers other applicants to the program.
- Enrollment: This Agreement will be effective upon the Lab’s acceptance of your affiliate request and your initial participation in the Marketing Program.
- Participation in the Affiliate Program: You will be issued an affiliate URL once you become an approved member of the Lab Affiliate Program which will be unique to you and you only, and will allow you to be paid for affiliate referrals.
- Proprietary Information: All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing material or links made available to you under this Program (collectively, “Lab’s Materials”) are the proprietary property of Lab or its licensors. Affiliates shall use Lab’s Materials only as specified herein and shall not misappropriate Lab’s Material in any way, e.g., incorporating the same in a domain name.
- Services Provided and Use of Lab and Quest Trademarks and URL’s:
- In consideration of the compensation set out herein below in Section 5, affiliates are permitted to use the graphical banners and design resources located at http://www.yourlabwork.com/affiliate-resources. If a specific size banner ad is not available, the affiliate may contact the Affiliate Manager at [email protected] and request a new banner graphic be added to the available resources.
- Affiliates must not use Lab or Quest Diagnostics Laboratory trademarks in the URL to the right of the domain in the display URL.
- It is the intent of this agreement that services provide by Affiliate are strictly “passive.” Lab will not refer to Affiliate as an “Official Site” or represent that any advertisement is sponsored or endorsed by Affiliate or in any other way create the impression that the marketing and/or advertisements associated with this agreement are an endorsement of Lab or Quest Diagnostics Laboratory by Affiliate.
- Lab has a three-tiered affiliate rate. These rates may fluctuate with contracted pricing changes as issued by Quest Diagnostic Laboratory and other Lab vendors that we may add in the future. Our current affiliate tier is general affiliate, preferred affiliate, and premium affiliate. Our current general affiliate commission rate is 10%, preferred is 15%, and premium is a 20% commission on sales. There are a limited number of blood tests (<10% of total) that are paid at rates less than affiliate tiers due to contracted pricing for these specialty tests. Additionally, all functional medicine test kits are paid at a lower affiliate rate due to contracted prices. The premium affiliate rate for all functional medicine test kits is currently 10%. It is 5% for general and preferred affiliates. YourLabwork retains the right to change affiliate rates at any time for any reason.
- Lab determines which tier an affiliate may participate in by either potential volume of orders or special relationship with affiliate.
- Super-affiliate status can be obtained by referral of 20 or more sub-affiliates or at the discretion of Lab. Super Affiliates currently receive an additional 10% on sales generated by Sub Affiliates except for some specialty lab tests and functional medicine test kits as mentioned in 5a above.
- Commissions will be tracked via unique affiliate URL links provided by LAB. Each affiliate is required to use the link provided in advance of the promotion, in order to enable proper tracking. Commissions cannot be paid if the affiliate fails to use the correct link. Commissions will be paid for revenue received net of short-term returns (order cancellations).
- Sales generated by Lab promotions, i.e. flash sales, holiday sales, etc. are not subject to Affiliate commissions. If a Lab promotion generates sales via a general non-affiliate sale-specific coupon, those sales are not subject to affiliate commissions.
- All payment processing shall be performed by LAB.
- All commissions will be subject to federal state, and/or local tax, and LAB will provide a Form 1099 with respect to any commissions or prizes which are earned.
- It is the Lab’s goal to pay commissions in a timely fashion. Commissions are paid on a bimonthly basis after it is determined the client has completed the laboratory testing.
- No Warranties:
LAB MAKES NO WARRANTIES TO AFFILIATE OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES LAB PROVIDES YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE.
- Termination: LAB may terminate this agreement immediately, for cause, which shall include but not be limited to:
- Conduct by Affiliate which, in LAB’s discretion, detracts from the good reputation of LAB and LAB’s Product;
- Complaints from consumers about Affiliate;
- Misuse of the names or image of speakers or faculty who appear in LAB programs in a manner not consistent with the goals, branding and intent of LAB and its programs;
- Any deviation by Affiliate from the highest standards of professional and commercial conduct;
- If affiliate does not conduct themselves in compliance with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM.
- Any other breach by Affiliate of the terms of this Agreement.
- Labs discretion.
- Assignment and Modification:
- This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. We may assign this agreement at any time.
- We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the change.
- Notification of Account Changes. You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, or billing information changes.
- Notices. All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.
- Confidentiality. None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
- Independent Contractors. The parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliates shall not represent themselves to be agents or representatives of Lab.
- Choice of Law. All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party shall be governed by the laws of the State of Texas and any dispute shall be resolved in the court of competent jurisdiction in Austin, Travis County, Texas and said county shall be the county of exclusive venue.
- Indemnification. The parties hereby agree to save and hold each other (and their respective corporate affiliates) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties and expenses (including reasonable attorneys’ fees and expenses) which may arise in any action, claim or proceeding against them, or any of them, for or by reason of: (a) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (b) any breach of any representation, warranty or covenant hereunder, or (c) the sale, marketing, advertisement or promotion of Lab’s programs.
- General Provisions. The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter, Lab’s affiliate program, and supersedes all of our prior agreements, representations, and understandings. No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization.
IN WITNESS WHEREOF, the parties have caused this Affiliate Agreement to be executed by themselves or their duly authorized representative.